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Securities Law

Lathrop Gage has extensive experience in the multifaceted and highly regulated area of securities law, representing public and private company issuers as well as funds and other investors:

  • We help our public clients comply with their SEC reporting obligations and advise them on various matters such as executive compensation disclosures and Sarbanes-Oxley compliance.
  • We assist issuers with exchange offers, self-tender offers and going-private transactions.
  • We help public and private companies issue securities in registered offerings and in private placements and other exempt offerings, and we advise on resales of restricted securities.
  • We represent both issuing companies and their investors in proxy solicitations, shareholder proposals and tender offers.
  • We advise funds and other investors on beneficial ownership and insider reporting, fund formation, and compliance with broker-dealer and investment adviser regulations.

Our practice experience includes:

  • Periodic and current reports (10-Ks, 10-Qs, and 8-Ks)
  • Proxy statements, shareholder proposals, and proxy solicitation contests
  • Issuer self-tender offers and exchange offers
  • Third-party tender offers
  • Exchange-listing standards and applications
  • Beneficial ownership and insider reporting
  • Advice on short-swing profits and insider trading
  • Executive compensation disclosure and Sarbanes-Oxley
  • Registered offerings, including initial and follow-on public offerings
  • Private placements under Regulation D and other exempt offerings
  • Venture capital financings
  • Rule 144A offerings
  • Preparation of registration statements, prospectuses, and offering memoranda
  • Going-private transactions
  • Blue sky issues
  • Fund formation, broker-dealer and investment adviser regulations
  • Resales of restricted securities
  • Equity-linked securities (phantom stock and convertible debt)
  • Options, warrants, preferred stock
  • Stockholder rights

Representative Experience:

  • Represent a software publishing company incorporated in Delaware in its SEC filings, advise on off-shore filings and a listing in the New Zealand stock exchange.
  • Represented controlling stockholder within a publicly traded company in the $9 million private sale of stock to the issuer.
  • Handled the private placement of securities for a nanotechnology firm.
  • Served as independent outside counsel to a special committee of the board of a real estate company in connection with a going-private transaction.
  • Represented a company in a tender offer transaction with more than 1,000 shareholders. Advised on all corporate governance procedures, led the fairness opinion process for the transaction, led and structured a voluntary non-coercive tender offer that was hugely successful and resulted in an approximately 95% tender rate, with no litigation.
  • Represented numerous clients in drafting private placement memoranda and associated securities filings.